SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D (Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No.     )

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

Note:  Schedules  filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

(1)  Based upon an aggregate of 94,464,708 shares of the Issuer’s issued and outstanding common stock as of August 3, 2011.

 

2

 

Item 1.	Security and Issuer.
This statement relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Synergy Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 420 Lexington Avenue, Suite 1609, New York, NY 10170.
Item 2.	Identity and Background.
(a)                                 The name of the reporting person is Callisto Pharmaceuticals, Inc. (the “Reporting Person”).   (b)                                 The address of the Reporting Person is 420 Lexington Avenue, Suite 1609, New York, NY 10170.   (c)                                  The Reporting Person is a development stage biopharmaceutical company focused primarily on the development of drugs to treat gastrointestinal (“GI”) disorders and diseases and rheumatoid arthritis (RA).   (d)                                 During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).   (e)                                  During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration.
On July 14, 2008, Reporting Person entered into an Exchange Agreement dated July 11, 2008 (“Exchange Agreement”), as amended and effective on July 14, 2008, with the Issuer, Synergy Pharmaceuticals, Inc. (“Synergy-DE”) and other holders of the Synergy-DE’s common stock. According to the terms of the Exchange Agreement, Issuer acquired 100% of the common stock of the Synergy-DE, from the Reporting Person and the other holders of Synergy-DE, in exchange for 45,464,760 shares of Issuer’s common stock. Pursuant to the Exchange Agreement, Reporting Person received 44,590,000 shares of Issuer’s common stock.
Item 4.	Purpose of Transaction.
As described above, Reporting Person’s acquisition of the shares of Issuer’s common stock was made pursuant to the Exchange Agreement by which Issuer acquired all of the issued and outstanding capital stock of Synergy-DE from the Synergy-DE shareholders in exchange for 45,464,760 shares of the Issuer’s common stock.   Reporting Person acquired its shares in connection with a transaction whereby the Issuer acquired all of the outstanding capital stock of Synergy-DE and the former stockholders of Synergy-DE acquired a controlling interest in the Issuer in a transaction accounted for as a reverse acquisition.  This acquisition and related transactions are described in the Issuer’s Form 8-K with a report date of July 14, 2008 and a filing date of July 18, 2008 (the “Acquisition 8-K”).  Except as set forth in this Item 4 and in the Acquisition 8-K, Reporting Person does not have any plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer.
(a)         The Reporting Person is the beneficial owner of 44,590,000 shares or 47.20% of the Issuer’s common stock (based upon 94,464,708 shares of the Issuer’s common stock issued and outstanding as of August 3, 2011).   (b)         The Reporting Person has the sole power to vote or dispose of all of its shares.   (c)          During the past sixty days, the Reporting Person has not effected a transaction in the Common Stock of the Issuer.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On October 20, 2010, the Reporting Person entered into an option purchase agreement (the “Option Agreement”) with a non-affiliated third party (the “Optionee”) pursuant to which the Reporting Person granted the Optionee an option to acquire up to 2,000,000 Shares of the Issuer at a purchase price of $2.45 share at any time during the period from the date of the Option Agreement until (i) October 20, 2012 with respect to 1,000,000 shares and (ii) October 20, 2015 with respect to 1,000,000 shares, in consideration for $100,000.
Item 7.	Material to be Filed as Exhibits.

 

Exhibit No.		Description of Exhibit
1		Form of Option Purchase Agreement

 

3

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

	CALLISTO PHARMACEUTICALS, INC.
Date: August 3, 2011	By:	/s/ Gary S. Jacob, Ph.D.
		Name: Gary S. Jacob, Ph.D.
		Title: Chief Executive Officer

 

4

 

Exhibit 1

 

OPTION PURCHASE AGREEMENT

 

AGREEMENT (the “Agreement”) made this 20th day of October 2010 by and between                      (the “Optionee”)  and Callisto Pharmaceuticals, Inc. (the “Holder”).

 

W I T N E S S E T H:

 

WHEREAS, the Holder currently holds 44,590,000 shares of common stock (the “Shares”) of Synergy Pharmaceuticals, Inc. (the “Company”); and

 

WHEREAS, the Optionee is willing to give the Holder $100,000 in cash in return for an option to purchase 2,000,000 Shares of the Company from the Holder;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

 

1.             Option Agreement.

 

1.1           In exchange for $100,000 from Optionee, the Holder agrees to enter into the Option Agreement attached hereto as Exhibit A pursuant to which Optionee shall have the option to acquire up to 2,000,000 Shares of the Company at a purchase price of $2.45 share at any time during the period from the date of the Option Agreement until (i) October 20, 2012 with respect to 1,000,000 Shares and (ii) October 20, 2015 with respect to 1,000,000 Shares.

 

1.2           Optionee shall wire $100,000 to the Holder pursuant to wire instructions provided to Optionee by Holder.  Upon confirmation that wire has been received, Holder shall enter into the Option Agreement.

 

2.             No Waiver.  The failure of any of the signatories hereto to enforce any provision hereof on any occasion shall not be deemed to be a waiver of any preceding or succeeding breach of such provision or any other provision.

 

3.             Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the signatories hereto and no amendment, modification or waiver of any provision herein shall be effective unless in writing, executed by the party charged therewith.

 

4.             Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the state of New York without regard to the principals of conflicts of laws.

 

5.             Binding Effect.  This Agreement shall bind and inure to the benefit of the parties, their successors and assigns.

 

6.             Notices.  Any notice or other communication under the provisions of this Agreement shall be in writing, and shall be given by postage prepaid, registered or certified mail,

 

1

 

return receipt requested, by hand delivery with receipt acknowledged, or by a recognized overnight courier service, directed to the Optionee and Holder, or to any new address of which any party hereto shall have informed the others by the giving of notice in the manner provided herein.  Such notice or communication shall be effective if  mailed, four (4) days after it is mailed.

 

7.             Unenforceability; Severability.  If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, then the remaining provisions of this Agreement, shall, nevertheless, be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.

 

8.             No Third Party Rights.  the representations, warranties and other terms and provisions of this Agreement are for the exclusive benefit of the parties hereto, and no other person shall have any right or claim against any party by reason of any of those terms and provisions or be entitled to enforce any of those terms and provisions against any party.

 

9.             Counterparts.  This Agreement may be executed in counterparts, all of which shall be deemed to be duplicate originals.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

 

 

2